Albion VCTs Proposal for Mergers and Subscription Offers

Understanding the Proposed Mergers and Offers by Albion VCTs

Proposed Merger and Offers

In a strategic move to consolidate operations and enhance value for shareholders, Albion Venture Capital Trust PLC (AAVC), Albion Technology & General VCT PLC (AATG), and other associated companies proposed a merger. The intention behind the merger is to simplify administration and achieve considerable cost savings across the board.

An Overview of the Companies Involved

The set of companies involved in the merger discussion includes six distinct entities known collectively as the Albion VCTs. Each is characterized by its own unique financial footprint:

• Albion Venture Capital Trust PLC (AAVC)
• Albion Technology & General VCT PLC (AATG)
• Albion Development VCT PLC (AADV)
• Albion Crown VCT PLC (CRWN)
• Albion Enterprise VCT PLC (AAEV)
• Albion KAY VCT PLC (KAY)

These companies are coming together with a clear vision to streamline their operations while maintaining a strong commitment to shareholder interests.

The Strategic Merger Proposal

On July 24, the Boards of these companies announced they had begun discussions regarding a potential merger that would see the six VCTs condense into three. This merger aims to create operational efficiencies and ultimately enhance the stability and resilience of the portfolios.

The Rationale Behind the Merger

The decision to merge is anchored in several key benefits. These include:

• Projected annual cost savings of nearly £1.5 million, which breaks down to specific savings across each entity. This initiative is anticipated to cut management and administrative fees significantly.
• Simplifying the investment structure for shareholders, many of whom have interests across multiple Albion VCTs.
• A quicker returns path, with payback expected within 15 to 24 months after the merger, based on estimated costs.
• Increased stability, providing a firmer base for long-term returns to investors.
• Easier navigation through regulatory requirements, creating a more versatile structure capable of adjusting to market demands.

Details of the Proposed Offers

In conjunction with the merger proposal, the acquirer VCTs are planning to launch subscription offers to new and existing shareholders. This not only presents an investment opportunity but also preserves the enticing VCT tax reliefs for qualifying investors.

The specifics of the offers include:

• AAEV Offer: Targeting £10 million, with an option to raise an additional £10 million.
• AATG Offer: Aiming for £20 million, with a similar over-allotment option.
• CRWN Offer: Also set at £20 million, again with a potential for an additional £10 million.

The market has responded positively to the discussions of these merges and offers, underlining investor confidence in the strategies being employed by the Albion VCTs.

Implications of Related Transactions

There will be modifications to arrangements with the investment manager following the merger. This includes adjusting management and performance incentive arrangements for Albion Capital to better align them with shareholder outcomes. Following thorough reviews, these modifications are framed as relevant related party transactions, necessitating shareholder approval.

Expected Timeline for the Mergers

The planned timeline outlines crucial meetings and effective dates for the mergers, emphasizing the structured approach towards completion. Shareholders are being kept informed every step of the way, ensuring transparency in the process.

Contact Information for Shareholder Inquiries

Shareholders with questions or requiring further information about the proposals can reach out to:

Vikash Hansrani
Operations Partner
Albion Capital Group LLP
Telephone: 020 7601 1850

Frequently Asked Questions

What are the benefits of the proposed mergers?

The mergers aim to create cost savings, improve efficiency, and stabilize returns for shareholders.

Will existing shareholders be able to participate in the subscription offers?

Yes, existing shareholders can take part in the subscription offers while new investors can also join in to benefit from available VCT tax reliefs.

How long will the mergers take to complete?

The mergers are expected to see initial completions by December, with specific timelines set for shareholder meetings.

Who can I contact for more information about the mergers?

For additional queries, shareholders can contact Vikash Hansrani at Albion Capital Group LLP.

Will this affect the management fees of the VCTs?

Yes, the merger is expected to result in reduced management and administrative fees.

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